UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2017
Commission File Number 001-36487
Atlantica Yield plc
(Exact name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s name into English)
Great West House, GW1, 17th floor
Great West Road
Brentford, TW8 9DF
United Kingdom
Tel.: +44 20 7098 4384
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
This Report on Form 6-K is incorporated by reference into each of the Registration Statements on Form F-3 of the Registrant filed with the Securities and Exchange Commission on July 2, 2015 (File No. 333-205433, File No. 333-205435 and File No. 333-205436). This Report on Form 6-K is also incorporated by reference into the Registration Statement on Form F-3 of the Registrant filed with the Securities and Exchange Commission on February 27, 2017.
Atlantica Yield plc (“Atlantica Yield”) completed the acquisition of Helioenergy 1 & 2, Skikda (34.2% stake), Honaine (25.5% stake), Helios I & II, Solnova 1, 3 and 4 in the first and second quarters of 2015 (together, the “Second and Third Dropdown Assets”) and the acquisition of Solaben 1 & 6, a 100 MW solar complex in Spain, on September 30, 2015.
Given that these transactions are significant acquisitions under Rule S-X 3-05, we are filing this Report on Form 6-K which includes pro forma information in order to reflect a full year of operations of such businesses.
This report on Form 6-K includes unaudited pro forma consolidated condensed income statement of Atlantica Yield for the year ended December 31, 2015 which sets forth the unaudited pro forma consolidated condensed income statement of Atlantica Yield for the year ended December 31, 2015 in order to give effect to a full year of operations of: (i) the acquisition of Solaben 1 & 6 on September 30, 2015 and (ii) the acquisitions of the Second and Third Dropdown Assets.
This Report on Form 6-K is being filed to include the following exhibits:
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Exhibit
Number
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Description
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Unaudited pro forma consolidated income statement for the year ended December 31, 2015
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ATLANTICA YIELD PLC
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/s/ Santiago Seage
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Name:
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Santiago Seage
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Title:
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Chief Executive Officer
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Date: February 27, 2017
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Exhibit 99.1
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma consolidated condensed income statement of Atlantica Yield plc (“Atlantica Yield”) for the year ended December 31, 2015 sets forth the unaudited pro forma consolidated condensed income statement of Atlantica Yield plc for the year ended December 31, 2015 in order to give effect to a full year of operations of: (i) the acquisition of Solaben 1/6 on September 30, 2015 and (ii) the acquisitions of the following businesses (the “Second and Third Dropdown Assets”) acquired in the first and second quarters of 2015 and reflect a full year of operations of such businesses:
| · |
Skikda (34.2% stake) and Honaine (25.5% stake), acquired on February 3, 2015, each operating a desalination plant, with 3.5 M/ft3 day and 7 M/ft3 day capacity, respectively.
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| · |
Helioenergy 1 & 2, acquired on February 23, 2015 (29.6%) and on May 25, 2015 (70.4%), each operating a 50 MW solar plant.
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| · |
Helios 1 & 2, acquired on May 13, 2015, each operating a 50 MW solar plant; and
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Solnova 1, 3 & 4, acquired on May 14, 2015, each operating a 50 MW solar plant.
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On July 2, 2015, the Company presented under a report on Form 6-K unaudited pro forma consolidated condensed income statements for the years ended December 31, 2014, 2013 and 2012 to give effect to the acquisition of the Second and Third Dropdown Assets.
On March 15, 2016, the Company presented unaudited pro forma consolidated condensed income statement for the year ended December 31, 2015 of Solaben 1/6 (“Solaben 1/6 Pro Forma”) to give effect to the acquisition of Solaben 1 and Solaben 6, operating one 50 MW solar plant each. The Fourth Dropdown Assets were acquired on September 30, 2015.
The Company is now updating the Solaben 1/6 Pro Formas to give effect to the acquisition of the Second and Third Dropdown Assets, in order to include the results of operations of the Second and Third Dropdown Assets in 2015 to the dates of their acquisition.
Unaudited pro forma financial information has been derived from, and should be read in conjunction with:
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The audited consolidated financial statements as of and for the year ended December 31, 2015 included in the Annual Report on Form 20-F of Atlantica Yield for the fiscal year ended December 31, 2015 prepared in accordance with IFRS as issued by the IASB, as filed with the SEC on March 1, 2016.
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The Solaben 1/6 Pro Formas filed with the SEC on March 15, 2016.
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The historical consolidated financial statements have been adjusted in the pro forma financial statements to give pro forma effect to events that are (i) directly attributable to the acquisitions described above, (ii) factually supportable, and (iii) expected to have a continuing impact on the consolidated results. We have assumed that the above transactions have been completed on January 1, 2015 for the purpose of presenting the unaudited pro forma consolidated income statement for the year ended December 31, 2015. A pro forma consolidated statement of financial position is not required since the transactions are fully reflected in the consolidated statement of financial position included in the consolidated financial statements as of December 31, 2015 included in our Annual Report under form 20-F for the year ended December 31, 2015.
The unaudited pro forma financial information is presented for illustrative purposes only and reflects estimates and certain assumptions made by our management that are considered reasonable under the circumstances as of the date of this report on Form 6-K and which are based on the information available at the time of the preparation of the unaudited pro forma financial information. Actual adjustments may differ materially from the information presented herein. The unaudited consolidated pro forma financial information does not purport to represent what our consolidated income statement and consolidated statement of financial position would have been if the relevant transactions had occurred on the dates indicated and is not intended to project our consolidated results of operations or consolidated financial position for any future period or date.
Unaudited Pro Forma Consolidated Income Statement for the year ended December 31, 2015
(Amounts in millions of U.S.$)
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Atlantica
Yield
Historical
year end
ended
December
31, 2015
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Solaben 1
(a)
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Solaben 6
(a)
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Pro Forma
adjustments
(a)
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Abengoa
Yield Pro
Forma with
Fourth
Dropdown
(a)
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Second and
Third
Dropdown
assets
(b)
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Atlantica Yield
Pro Forma
Consolidated
financial
information
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||||||||||||||||||||||
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Revenue
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790.9
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25.8
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25.8
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842.5
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90.6
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933.1
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||||||||||||||||||||||
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Other operating income
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68.9
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0.0
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0.0
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68.9
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0.7
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69.6
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||||||||||||||||||||||
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Raw materials and consumables used
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(23.2
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)
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(0.2
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)
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(0.2
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)
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(23.6
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)
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(1.4
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)
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(25.0
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)
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||||||||||||||||
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Employee benefit expenses
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(5.9
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)
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0.0
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0.0
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(5.9
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)
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(0.1
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)
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(6.0
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)
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||||||||||||||||||
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Depreciation, Amortization and impairment charges.
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(261.3
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)
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(6.3
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)
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(6.2
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)
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(273.8
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)
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(22.4
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)
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(296.2
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)
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||||||||||||||||
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Other operating expenses
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(224.8
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)
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(7.3
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)
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(7.3
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)
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(239.4
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)
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(17.1
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)
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(256.5
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)
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||||||||||||||||
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Operating Profit
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344.6
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12.0
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12.1
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0.0
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368.7
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50.1
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418.8
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|||||||||||||||||||||
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Finance income
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3.4
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0.0
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0.0
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3.4
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0.0
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3.4
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||||||||||||||||||||||
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Finance expenses
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(333.9
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)
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(14.6
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)
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(14.5
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)
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(6.4
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)
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(369.4
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)
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(30.9
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)
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(400.4
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)
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||||||||||||||
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Net exchange differences
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3.8
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0.0
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0.0
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3.8
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0.0
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3.8
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||||||||||||||||||||||
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Other net finance income/expenses
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(200.1
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)
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0.0
|
0.0
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(200.1
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)
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0.0
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(200.1
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)
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|||||||||||||||||||
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Finance expense, net
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(526.8
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)
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(14.6
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)
|
(14.5
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)
|
(6.4
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)
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(562.3
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)
|
(30.9
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)
|
(593.3
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)
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||||||||||||||
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Share of Profit/(Loss) of Associates
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7.8
|
0.0
|
0.0
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7.8
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(0.4
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)
|
7.4
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|||||||||||||||||||||
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Profit (Loss) before Income Tax
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(174.4
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)
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(2.6
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)
|
(2.4
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)
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(6.4
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)
|
(185.8
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)
|
18.8
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(167.1
|
)
|
|||||||||||||||
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Income tax (expense)/ benefit
|
(23.8
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)
|
0.7
|
0.6
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(22.5
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)
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(9.2
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)
|
(31.7
|
)
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||||||||||||||||||
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Profit (Loss) for the year from continuing operations
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(198.2
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)
|
(1.9
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)
|
(1.8
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)
|
(6.4
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)
|
(208.4
|
)
|
9.6
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(198.7
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)
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|||||||||||||||
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Profit attributable to non-controlling interests from continuing operations
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(10.8
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)
|
0.0
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(10.8
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)
|
(0.7
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)
|
(11.5
|
)
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|||||||||||||||||||
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(Loss)/ Profit for the Year attributable to the combined group
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(209.0
|
)
|
(1.9
|
)
|
(1.8
|
)
|
(6.4
|
)
|
(219.2
|
)
|
8.9
|
(210.3
|
)
|
|||||||||||||||
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Weighted average number of ordinary shares outstanding (thousands)
|
92,795
|
92,795
|
92,795
|
|||||||||||||||||||||||||
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Basic earnings per share (U.S. dollar per share)
|
(2.3
|
)
|
(2.4
|
)
|
(2.3
|
)
|
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Notes to the Unaudited Pro Forma Consolidated Financial Statements
| (a) |
We refer to the report on Form 6-K filed with the SEC on March 15, 2016. The amounts for Solaben 1 and 6 are derived from the financial statements as of and for the nine-month period ended September 30, 2015. They have been translated from Euro to USD by using the exchange rate of 1.11 US$ per Euro.
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| (b) |
Corresponds to the results of the Second and Third Dropdown Assets generated in the year ended December 31, 2015 until the date on which they were acquired and consolidated (results of Skikda and Honaine until February 3, 2015, results of Helioenergy 1 & 2 until May 25, 2015, results of Helios 1&2 until May 13, 2015 and results of Solnova 1, 3 & 4 until May 14, 2015). Pro-forma adjustments are not required since the Second and Third Dropdown assets were acquired with the proceeds of a credit facility fully drawn since December 31, 2014 and with the proceeds of a capital increase also fully considered in the historical consolidated financial expenses.
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